Prospectus of bsrm steels limited Essay

announcements and referable diligence certificates Declaration most the business of the theater directors including the CEO of the follow in respect of the course catalogue Consent of the Directors to work Declaration rough filing of course catalog with the Registrar of Joint standard listpile Companies & Firms Due coating credentials of Manger to the do it Due Diligence Certificate of the Underwriter(s) Risk f deed of conveyanceors & management perceptions ab final result the risks bang-up structure aim of initial public offering retort Description of business Back ground of the envision Important date Nature of business Principal products and services The furled ProcessMarket for the BSRMS Products Relative contribution to income Associate subsidiary/ relate dimension comp both Distribution of products/services Sources and availability of raw significants and champion suppliers Competitive set of business Sources of and indispensability for power, gas and water or both separate utilities Customer providing 10% or more revenues dilute with principal customers and suppliers Material patents, trademarks, license or royalty concords Number of employees (as per audited historys) capacitance and current practice session of facility Description of property monetary stipulate and Plan of OperationInternal and external sources of fund (as per audited accounts) Material consignment for capital expenditure Causes for material changes Seasonal aspect of the fraternitys business Kn birth trends, issuances or uncertainties Change in the assets of the Compevery employ to pay off only liabilities Loan taken from holding/ rise troupe or subsidiary lodge Loan overtaken to holding/parent lodge or subsidiary community Future contractual liabilities Future capital expenditure VAT, income tax, customs duty or different tax liability Operating contract tickment Financial lease and other fiscal commitment Personnel related scheme re examen of assets Breakdown of upshot expenses Auditors certificate regarding whatever tryst of shares to promoters or helper shareholders for consideration other than in cash -5- Page No 7 7 10 11 11 11 11 12 12 13 15 15 15 15 15 15 16 16 17 17 17 17 17 18 18 18 18 19 19 19 19 20 20 20 20 20 20 21 21 21 21 21 21 21 21 21 21 22 22 rejoinderr Issue Managers all(a)iance Financial go trammel BSRM Steels special entropy Asia large(p) confine Item Transactions with subsidiary/holding companionship or associate companies Material in stoolation which is likely to pose an impact Directors and incumbents learning regarding handlershipDirectors involvement in other organization Family relationship among directors and top phoebe bird officers Short bio-data of the directors Credit information Bureau (CIB) narration Description of elderberry bush executive and de sort outmental heads Involvement of Directors and officers in certain legal transactions Certain Relationships and Related Transactions Transaction with related parties Directors facilities Executive fee Remuneration compensable to top five salaried officers Aggregate add together of remuneration paid to directors and officers (as audited accounts) Remuneration paid to Director who was not an officerFuture compensation to Director or officers Pay increase determination Options granted to Directors, officers and employees Transaction with the Directors and subscribers to the Memorandum Tangible assets per share Ownership of the Companys securities Composition of partholders Share hold by Directors Shareholding structure 5% or more as on 30 April 2008 Securities owned by the officers Determination of offering price Market for the securities being offered Declaration about itemisation of shares with Stock Exchange Trading and settlement Description of Securities with child(p) or being offered Dividend, voting, pre-emption rightsCon displacement and liquidation rights Dividend policy ot herwise rights of shareholders Debt securities Lock-in on sponsors share Refund of subscription currency Subscription by and repay to non-resident Bangladeshi (NRB) Availability of securities Offer Application for subscription Allotment Undertheme of shares Principal harm and conditions of at a lower placewriting agreement Underwriters right to represent in the Board of Directors of the Company Auditors report to the shareholders Audited Financial Statements Auditors report under section 135(1), Para 24(1) of part II of schedule III to Companies Act, 1994 Ratio AnalysisAdditional disclosures as required by Securities and Exchange military mission Credit rating report of BSRMS Application forms -6- Page No 23 23 23 23 24 25 26 26 27 27 27 27 28 28 28 28 28 28 28 29 29 29 29 29 29 30 30 30 30 31 31 31 31 31 31 32 32 32 36 36 36 36 37 38 38 38 38 39 40 54 55 57 59 76 Issuer Issue Managers Alliance Financial Services express BSRM Steels Limited randomness Asia Capital Limited Disclosure in respect of government emerge of security in Demat Form As per provision of the Depository Act, 1999 and regulations describe in that respect under, shares allow for scarce be edit outd in dematerialized condition.All move out/ infection/splitting leave take place in the teleph wiz exchange Depository Bangladesh Ltd. (CDBL) system and any further offspring of shares (right/bonus) will be issued in dematerialized form just now. Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969 Part A 1. The company shall go for Initial worldly concern Offer (initial offering) for 20,00,000 ordinary shares of Taka coke (taka genius hundred) individually at par worth Taka 20,00,00,000 (Taka twenty crore) only pas prison term the Securities and Exchange delegating (Public Issue) Rules, 2006, the Depository Act, 1999 and regulations stir there under.2. The lessen version of the course catalogue, as approved by the delegacy, shall be published by the issuer in four national daily news stems (in two Bangla and two English), inwardly 03 (three) working eld of number of this letter. The issuer shall post the bountiful prospectus vetted by the Securities and Exchange Commission in the issuers website and shall as well put on the websites of the Commission, straining exchanges, and the issue managers deep down 03 (three) working days from the date of issuance of this letter which shall remain posted till the closure of the subscription list.The issuer shall film to SEC, the stock exchanges and the issue managers a diskette containing the text of the vetted prospectus in MS -Word format. 3. Sufficient copies of prospectus shall be made available by the issuer so that any someone requesting a double whitethorn receive one. A notice shall be placed on the front of the application form distributed in connection with the offering, informing that interested persons are entitled to a prospectus, if they so desire, and tha t copies of prospectus may be obtained from the issuer and the issue managers.The subscription application shall paint a picture in bold type that no deal of securities shall be made, nor shall any coin be taken from any person, in connection with such sale until twenty five days aft(prenominal) the prospectus has been published. 4. The company shall incline 40 (forty) copies of the printed prospectus to the Securities and Exchange Commission for official discharge inwardly 5 (Five) working days from the date of outlet of the reduce version of the prospectus in the newspaper. 5.The issuer company and the issue managers shall ensure transmission of the prospectus, abridged version of the prospectus and relevant application forms for NRBs by means of e- trip, simultaneously with publication of the abridged version of the prospectus, to the Bangladesh Embassies and Missions abroad and shall likewise ensure direct of the printed copies of abridged version of the prospectus and application forms to the say Embassies and Missions at bottom five working days of the publication date by express mail service (EMS) of the postal department.A compliance report shall be submitted in this respect to the SEC conjointly by the issuer and the issue managers inside two working days from the date of said dispatch of the prospectus & the forms. 6. The paper clipping of the published abridged version of the prospectus, as mentioned at condition 2 above, shall be submitted to the Commission deep down 24 hours of the publication thereof. 7.The company shall maintain separate jargon account(s) for collecting proceeds of the Initial Public Offering and shall also open up FC account(s) to deposit the application money of the Non-Resident Bangladeshis (NRBs) for initial public offering purpose, and shall incorporate full particulars of said FC account(s) in the prospectus. The company shall open the abovementioned accounts for IPO purpose and close these accounts af ter refund of over-subscription.Non- Resident Bangladeshi (NRB) agency Bangladeshi citizens staying abroad including all those who have dual citizenship (provided they have a valid Bangladeshi passport) or those, whose foreign passport bear a stamp from the touch Bangladesh Embassy to the effect that no visa is required to start to Bangladesh. 8. The issuer company shall nurse to all the stock exchanges in Bangladesh for listing indoors 07(seven) working days from the date of issuance of this letter and shall simultaneously submit the vetted prospectus with all exhibits, as submitted to SEC, to the stock exchanges.9. The following declaration shall be made by the company in the prospectus, namely Declaration about Listing of Shares with the Stock Exchange(s) None of the stock exchange(s), if for any reason, grants listing within 75 days from the closure of subscription, any apportionment in terms of this prospectus shall be void and the company shall refund the subscription m oney within fifteen days from the date of refusal for listing by the stock exchanges, or from the date of expiry of the said 75 (seventy five) days, as the topic may be.In case of non -refund of the subscription money within the aforesaid fifteen days, the company directors, in addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of 2% (two percent) per month above the beach rate, to the subscribers concerned. -7- Issuer Issue Managers Alliance Financial Services Limited BSRM Steels Limited South Asia Capital LimitedThe issue managers, in addition to the issuer company, shall ensure repayable compliance of the above mentioned conditions and shall submit compliance report thereon to the Commission within seven days of expiry of the aforesaid fifteen days time menstruum allowed for refund of the subscription money. 10. The subscription list shall be opened and the sale of securities commenced after 25 (twenty five) days of the publication of the abridged version of the prospectus and shall remain open for 5 (Five) consecutive pious platitudeing days. 11.A non-resident Bangladeshi shall apply either directly by en conclusion a foreign shoot draft drawn on a bank payable at Dhaka, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka, supported by foreign currency encashment certificate issued by the concerned bank, for the value of securities applied for through crossed bank halt marking Account Payee only. The NRB applicants shall send applications to the issuer company within the closing date of the subscription so as to reach the very(prenominal) to the company by the closing date plus nine days.Applications received by the company after the above time period will not be considered for allocation purpose. 12. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound Sterling and Euro of Sona li Bank, which shall be mentioned in the course catalogue, as prevailed on the date of opening of the subscription for the purpose of application of the NRBs and other non-Bangladeshi persons, where applicable. 13. The company and the issue managers shall ensure prompt collection/clearance of the foreign remittances of NRBs and other non-Bangladeshis, if applicable, for allotment of shares.14. Upon completion of the period of subscription for securities the issuer and the issue managers shall jointly provide the Commission and the stock exchanges with the preliminary location of the subscription within 05 (five) working days, in respect of the following matters, namely (a) Total image of securities for which subscription has been received (b) center received from the subscription and (c) Amount of commission paid to the banker to the issue. 15.The issuer and the issue managers shall jointly provide the Commission and the stock exchanges the list of valid and invalid applicants i n 2 (two) CDs and final status of subscription to the Commission within 3 (three) weeks after the closure of the subscription along with bank statement (original), separate-wise subscription statement. The list of valid and invalid applicants shall be finalized after examination with the CDBL in respect of BO accounts and particulars thereof. 16.The IPO shall stand cancelled and the application money shall be refunded in a flash (but not later than 5 (Five) weeks from the date of the subscription closure) if any of the following events occur (a) Upon closing of the subscription list it is found that the check number of valid applications (in case of under subscription including the number of the insurance underwriter) is less than the minimum requirement as contract in the listing regulations of the stock exchange(s) concerned or (b) At least 50% of the IPO is not subscribed. 17.10% of total public offering shall be reserved for non-resident Bangladeshi (NRB) and 10% for vulga r funds and collective investment schemes registered with the Commission, and the remaining 80% shall be open for subscription by the general public. In case of under subscription under any of the 10% categories mentioned above, the unsubscribed portion shall be added to the general public category and, if after such addition, there is over subscription in the general public category, the issuer and the issue managers shall jointly conduct an open lottery of all the applicants added together.18. All the applicants shall graduation be treated as applied for one minimum market place lot of 50 shares worth Tk. 5000/-. If, on this basis, there is over subscription, indeed lottery shall be held amongst the applicants allocating one identification number for each application, irrespective of the application money. In case of over-subscription under any of the categories mentioned hereinabove, the issuer and the issue managers shall jointly conduct an open lottery of all the application s received under eachcategory separately in presence of representatives from the issuer, the stock exchanges and the applicants, if there be any. 19. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an applicant makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, solely or part of application money may be confiscate by the Commission. -8- Issuer Issue Managers Alliance Financial Services Limited BSRM Steels LimitedSouth Asia Capital Limited 20. The primary shares allotted to an applicant through IPO may be forfeited by SEC, if the BO account of the said applicant is found closed at the time of allotment of shares. All IPO applicants are required to keep their BO accounts operational till allotment of IPO shares. 21. Lottery (if applicable) shall be held within 4 (four) weeks from closure of the subscription date. 22. The company shall issue share allotment letters to all successful applicants within 5 (five) weeks from the date of the subscription closing date.Within the same time, Refund to the done for(predicate) applicants shall be made in the currency in which the value of securities was paid for by the applicants without any interest through Account Payee Cheque/ refund warrants with bank account number, banks name and Branch as indicated in the securities application forms payable at Dhaka/ Chittagong/ Khulna/ Rajshahi/ Barisal/ Sylhet/ Bogra, as the case may be landing field to condition 19 above. Refund money of the unsuccessful applicants shall be credited directly to their respective bank accounts within 5 (five) weeks from the date of the subscription closing, who have mentioned in the IPO application forms, bank account numbers with the bankers to the issue and other banks as disclosed in the prospectus. A compliance report in this regard shall be submitted to the Commission w ithin 6(six) weeks from the date of closure of subscription. 23. The company shall fork up the List of Allotees to the Commission and the stock exchange(s) simultaneously in which the shares will be listed, within 24 (twenty four) hours of allotment.24. In the event of under-subscription of the public offering, the unsubscribed portion of securities shall be taken up by the underwriter(s) (subject to para -16 above). The issuer must notify the underwriter to take up the underwritten shares within 10 (ten) days of the subscription closing date on full payment of the share money within 15(fifteen) days of the issuers notice. The underwriter shall not share any underwriting fee with the issue managers, other underwriters, issuer or the sponsor group. 25.All issued shares of the issuer at the time of according this consent shall be subject to a lock in period of three historic period from the date of issuance of prospectus or commercial operation, whichever comes later Provided that the persons, other than directors and those who hold 5% or more, who have subscribed to the shares of the company within without delay preceding two years of according consent, shall be subject to a lock -in period of one year from the date of issuance of prospectus or commercial operation, whichever comes later.26. Either a Jumbo Share (one for each of the alert Sponsors/ Directors/ Shareholders) in respect of the shares already issued shall be issued covering fire together respective total holding, which shall contain the expiry date of lock-in period or Sponsors/Directors/Promoters/Shareholders shareholding shall be converted into demat form but shall be locked-in as per the condition at para-25 above. 27.In case of Jumbo Share Certificate issued to the existing Sponsors/ Directors/Shareholders, the said share certificates shall be kept under detainment of a security custodian bank registered with SEC during the lock-in period. The name and branch of the bank shall be furnish ed to the Commission jointly by the issuer and the issue managers, along with a confirmation thereof from the custodian bank, within one week of listing of the shares with the stock exchange(s). 28. In case of dematerialization of shares heldby the existing Sponsors/ Directors/Shareholders, the copy of dematerialization confirmation report generated by CDBL and attested by the managing director of the company along with lock-in confirmation shall be submitted to SEC within one week of listing of the shares with the stock exchange(s). 29. The company shall apply to the stock exchanges for listing within 7(seven) working days of issuance of this letter and shall simultaneously submit to the Commission attested copies of the application filed with the stock exchanges.30. The company shall not declare any benefit other than cash dividend based on the monetary statement for the period ended December 31, 2007. Part-B 1. The issue managers (i. e. , Alliance Financial Services Limited and South Asia Capital Limited) shall ensure that the abridged version of the prospectus and the full prospectus is published correctly and in stern conformity without any error/omission, as vetted by the Securities and Exchange Commission. 2.The issue managers shall carefully examine and compare the published abridged version of prospectus on the date of publication with the copy vetted by SEC. If any variance/inconsistency is found, both the issuer and the issue managers shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously endorsing copies thereof to SEC and the stock exchange(s) concerned, correcting the strain/inconsistency as required under Due Diligence Certificates provided with SEC. -9- Issuer Issue Managers Alliance Financial Services Limited BSRM Steels Limited South Asia Capital Limited 3. Both the issuer company and the issue managers shall, immediately after publication of the prospectus and its abridged version, jointly info rm the Commission in writing that the published prospectus and its abridged version are verbatim copies of the same as vetted by the Commission. 4. The fund collected through IPO shall not be utilized prior to listing with stock exchange and that utilization of the said fund shall be effected through banking channel, i.e. through account payee cheque, pay order or bank drafts etc. 5. The company shall furnish report to the Commission on utilization of IPO proceeds within 15 days of the closing of each quarter until such fund is fully utilized, as mentioned in the schedule contained in the prospectus, and in the event of any irregularity or inconsistency, the Commission may employ or engage any person, at issuers cost, to examine whether the issuer has utilized the proceeds for the purpose disclosed in the prospectus.6. All transactions, excluding petty cash expenses, shall be effected through the companys bank account(s). 7. Proceeds of the IPO shall not be used for any purpose othe r than those specified in the prospectus. Any deviation in this respect must have prior approval of the shareholders in the General Meeting under lead to SEC and stock exchange(s). 8. The company shall remove the restrictive clauses regarding issuance & head of shares and grouping of shares from its Articles of Association.Part C 1. All the above conditions imposed under section 2CC of the Securities and Exchange Ordinance, 1969 shall be incorporated in the prospectus immediately after the page of the bow of contents, with a reference in the table of contents, prior to its publication. 2. The Commission may impose further conditions/restrictions etc. from time to time as and when considered necessary, which shall also be binding upon the issuer company. Part D 1.As per provision of the Depository Act, 1999 and regulations made there under, shares will only be issued in dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository Banglades h Ltd. (CDBL) system and any further issuance of shares (including right/bonus) will be made in dematerialized form only. An applicant (including NRB) shall not be able to apply for allotment of shares without beneficial owner account (BO account).2. The issue managers shall also ensure due compliance of all above. GENERAL INFORMATION Alliance Financial Services Limited (AFSL) and South Asia Capital Limited (SACL) have prepared the prospectus from information supplied by BSRM Steels Limited (the Issuer Company) and also after several discussions with the Chairman, Managing Director, Directors and concerned executives of the company.BSRM Steels Limited, Alliance Financial Services Limited and South Asia Capital Limited collectively and individually, having made all reasonable inquiries, confirm that to the best of their fellowship and belief, the information contained herein is true and correct in all material aspects and that there are no other material facts, the omission of which , would make any statement herein misleading.No person is authorized to give any information or to make any representation not contained in this Prospectus and if given or made, any such information and representation must not be relied upon as having been authorized by the company or Alliance Financial Services Limited and South Asia Capital Limited. The Issue as contemplated in this prospectus is made in Bangladesh and is subject to the exclusive jurisdiction of the Courts of Bangladesh.Forwarding this prospectus to any person resident outside Bangladesh in no way implies that the issue is made in accordance with the laws of that country or is subject to the jurisdiction of the laws of that country. A copy of this prospectus may be obtained from the Corporate Head top executive of BSRM Steels Limited, Alliance Financial Services Limited, South Asia Capital Limited, the Underwriters and the Stock Exchanges where the securities will be traded. 10 Issuer Issue Managers Alliance Financial Services Limited BSRM Steels Limited South Asia Capital Limited Declarations and Due Diligence CertificatesDeclaration about the Responsibility of the Directors, including the CEO of the Company BSRM Steels Limited in rate of the Prospectus This prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full responsibility for the authenticity and accuracy of the statements made, information given in the prospectus, documents, financial statements, exhibits, annexes, papers submitted to the Commission in support thereof, and confirm, after making all reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that there are no other information or documents the omission of which make any information or statements therein misleading for which the Commission may take any civil, criminal or administrative action against any or all of us as it may deem fit. We also confirm that full and fair disclosure has been made in this prospectus to enable the investors to make a well-informed decision for investment. Sd/ Alihussain Akberali Chairman Sd/Zohair Taherali Director Sd/Aameir Alihussain Managing Director*Sd/Tehseen Zohair Taherali Director Sd/Sabeen Aameir Director Consent of the Directors to Serve We hereby agree that we have been serving as Directors of BSRM Steels Limited and confirm to continue to act as Directors of the Company. Sd/ Alihussain Akberali Chairman Sd/Zohair Taherali Director Sd/Aameir Alihussain Managing Director* Sd/Tehseen Zohair Taherali Director Sd/Sabeen Aameir Director * Mr. Aameir Alihussain is also a shareholder Director of the company. Declaration about filing of Prospectus with the Registrar of Joint Stock Companies & Firms A dated and signed copy of the Prospectus has been filed for registration with the Registrar of J